ORION ENERGY SYSTEMS, INC. — Director's Dealing 2011

May 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2011-05-23

Reporting Person: Schueller Thomas N (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-23	Stock Options (right to buy)	$4.19	A	22045	Acquired	2021-05-23	Common Stock (22045)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$3.46	2020-05-18	Common Stock (19912)	19912	Direct

Footnotes

F1: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 23, 2011, vests and becomes exercisable in three equal installments on May 23, 2012, 2013 and 2014, respectively.

F2: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 18, 2010, vests and becomes exercisable in three equal installments on May 18, 2011, 2012 and 2013, respectively.